Terms of Service

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Agreement as of the date below between you (the “Client”) and Hannah Ross, (the “Designer”) regarding the creation of certain design(s), logo(s), website(s), custom imagery, or other intellectual property (the “Projects”). Designer is a professional designer of good standing; Client wishes the Designer to create certain Projects described more fully here; the parties agree to the following:

1. Deliverables and Deadlines

The Designer agrees to create the Projects in accordance with the specifications sent by the Client before each project and agreed on before work on any Project begins. The Projects will be delivered by a date agreed to by the Client and Designer before each project begins. If no date is agreed to, the Designer takes no responsibility for work being produced late or offers any guarantee to complete work by a deadline set after the project begins. The Projects will be delivered in the form of: one set of finished electronic mechanicals, more fully described as data files, unless otherwise noted by the Client before each Project begins.

Source Files. In the event that Client wishes to receive the original/source files used to create the Designs: (A) The Client must request the source files; (B) The Client agrees not to modify, redistribute, or reuse the Designs if in violation of the Grant of Usage Rights (see section 2); (C) The Client agrees to pay an extra fee based on a percentage of the final project cost.

2. Grant of Usage Right

The Client recognizes that: the Designer is a contractor and is not an employee, nor is the work being performed under “work for hire” terms.; and, following United States copyright law, Projects created by a non-employee contractor are subject to the Client licensing or obtaining the usage rights. The Client may not automatically claim rights to authorship, or outright ownership of copyright, of any work performed by the Designer until usage rights are granted to the Client.

The table in this section indicates types of work that the Designer may create for a Project and the extent of usage rights granted for each type by default. Alternate limitations or extensions may be determined in writing before each Project, and when agreed to by both parties, supersede any rights granted in this Agreement for the duration and results of that Project.

Upon receipt of full payment after each Project’s completion, Designer grants to the Client the following usage rights to specific elements of the Projects:

Definition

Usage by Client

Logos, Websites


Logo, trademark, identity guidelines, and/or website design

Custom Imagery


Original photography and/or illustrations as individual elements

Contractors


Any elements created by a third party contractor hired

Any

Any

Any

Any

Usage by Third Parties

Prohibited

Any

Prohibited

Prohibited

Quantity

Unlimited

Unlimited

Unlimited

Unlimited

Time Period

Unlimited

Unlimited

Unlimited

Unlimited

Industry

Any

Any

Limited to primary industry in which Client conducts business

Any

Territory

Worldwide

Worldwide

Limited to country where the Client is based

Worldwide

Modifications

Any

Any

Any: modified imagery retains rights of original imagery

Any

Resale of Usage Rights

Allowed

Allowed

Prohibited

Allowed

Exclusivity for Client

Yes

Yes

No

Yes

Right of Usage of Source Design Files

Restricted

Restricted

Restricted

Restricted

Retained Rights

Designs


Complete layouts, compositions, and/or branded collateral created and sent as finished electronic mechanicals

Designer retains right to reproduce the Designs for purposes of his own self-promotion or advertising his services.

Designer retains right to reproduce the Logo(s) or Website(s) for purposes of his own self-promotion or advertising his services.

Designer retains the right to reuse, republish, or resell Custom Imagery in any manor that does not conflict with the above scope of usage rights, unless an exclusivity agreement is made prior to the project using the Custom Imagery.

If a third party contractor is hired to create Designs for a project, and the contractor requires usage rights with different limits than described above, these limits will be conveyed to the Client for approval before hiring. It is the Client’s responsibility to determine if their use complies with the contractor’s grant of usage rights.

4. Fees and Expenses

Client agrees to pay design fees as stated in a Project Quote and any hourly fees incurred. Client agrees to reimburse the Designer for all expenses including but not limited to illustration, photography, travel, models, props, postage, and messengers. The final invoice will contain a breakdown of fees and expenses. See the Designer’s Fee Schedule for more details.

5. Payment, Advances, and Late Fees

Client agrees to pay the Designer within 30 days of the date of Designer’s billing. In the event that work is postponed at the request of the Client, the Designer will have the right to bill pro rata for work completed through the date of that request, while reserving all other rights under this Agreement. Advance fees are charged as a deposit before the start of a Project. The remainder of the fee will be paid within 30 days upon completion of the Project when the finished elements are delivered. Overdue payments will be subject to interest charges of 1.5 percent monthly of balance overdue.

6. Taxes

Client is responsible for paying all applicable sales or use tax according to their state, county, and local tax code. Designer will not collect tax for Client. Sales or use tax may apply to Clients reselling tangible items using the Designs.

7. Revisions and Authorship Credit

The Designer will be given the first opportunity to make any revisions to the comps and/or Designs requested by the Client. If the Designer objects to any revisions to be made by the Client, the Designer will have the right to have his or her name removed from the published Designs. Authorship credit in the name of the Designer will accompany the Designs when reproduced if both the Designer and Client desire.

8. Cancellation

In the event of cancellation by the Client, the following cancellation payment will be paid by the Client: (A) Prior to completion of comprehensives: 40% of Project Quote total; (B) Prior to completion of final round of Project: 60% of Project Quote total; (C) After the final Project is completed and turned in: 100% of Project Quote total. In the event of cancellation, the Client will be granted all usage rights described in Section 2 in regards to elements of the Project completed thusfar and/or work in progress, but not any of the unused comprehensives or concepts. The billing upon cancellation will be payable within 30 days of the Client’s notification to stop work, or the delivery of the Project, whichever occurs sooner.

9. Copyright and Print Releases

The Client agrees to indemnify and hold harmless the Designer against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Projects at the request of the Client for which no copyright permission, license, or privacy release was requested, or uses which exceed the uses allowed pursuant to a permission or release.

If Project includes logo creation, Client is responsible for consulting a trademark attorney to conduct a trademark search prior to use. Designer cannot provide legal advice. Client agrees to indemnify and hold harmless the Designer against any and all claims, costs, and expenses, including attorney’s fees, due to trademark infringement.

If the Designer does not conduct press check and receive hard-copy proofs from the printer for approval before going to press, and there are errors in the final printing, the Client may not hold the Designer liable for any and all claims, costs, and expenses related to those errors.

10. Confidentiality

The Designer and Client hereby agree not at any time to disclose to anyone any information or trade secrets disclosed by either party, or utilize such confidential information for its own benefit, or for the benefit of third parties. This confidentiality agreement will not be applicable to information in the public domain.

11. Duration of the Agreement

This Agreement is continuous and is binding to each Project the Designer is hired for hereafter. The Agreement may be terminated or modified at the written request of the Client or Designer.

Upon any change or transfer in ownership of Client’s business, the new owner(s) and Designer will continue to be bound by this Agreement unless terminated or modified at the written request of the new owner(s) or Designer.

In the event of termination of this Agreement for any reason, the Client’s right to use all Projects provided by the Designer will, subject to the Grant of Usage Rights in Section 2, survive and continue to apply. Usage rights and other terms apply to all previous completed Projects in perpetuity.

12. Miscellany

This Agreement will be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding between the parties. Its terms can be modified only by an instrument in writing signed by both parties, except that the Client may authorize expenses or revisions orally. A waiver or a breach of any of the provisions of this Agreement will not be construed as a continuing waiver of other breaches of the same or other provisions hereof. This Agreement will be governed by the laws of the California. This Agreement is fully assignable by the Client.

13. Retroactive Application

All terms and rights contained in this Agreement will extend not only to Projects occurring during the term of this Agreement but retroactively to Projects which may have occurred during the term of previous agreements between Client and Designer. All terms and rights set forth in this Agreement will supersede the terms from any and all previous Agreements between Client and Designer.

Client

Designer

Hannah Ross